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Registered number: 13781630









WIZ CLOUD LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 JANUARY 2023

 
WIZ CLOUD LIMITED
 
 
COMPANY INFORMATION


Director
A Rappaport 




Registered number
13781630



Registered office
Suite 4
7th Floor 50 Broadway

London

United Kingdom

SW1H 0DB




Independent auditor
Nortons Assurance Limited
Chartered Accountants and Statutory Auditor

Second Floor

NOW Building

Thames Valley Park

Reading

Berkshire

RG6 1RB





 
WIZ CLOUD LIMITED
 

CONTENTS



Page
Strategic Report
1 - 2
Director's Report
3 - 4
Independent Auditor's Report
5 - 8
Profit and Loss Account
9
Balance Sheet
10
Statement of Changes in Equity
11
Statement of Cash Flows
12
Analysis of Net Debt
13
Notes to the Financial Statements
14 - 26


 
WIZ CLOUD LIMITED
 
 
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 JANUARY 2023

Introduction
 
The director presents his strategic report for the period ended 31 January 2023.

Business review
 
Wiz Cloud Limited (“the Company”) was incorporated in England on December 3, 2021 under the Companies Act 2006 as a private company and it is wholly owned by its US parent company, Wiz, Inc. 
The Company is a low-risk distributor of the parent company which is involved in developing a cloud visibility solution for enterprise security, providing a complete view of security risks across clouds, containers, and workloads without agents.
During the period ended 31 January 2023, all revenues were primarily recorded in the parent company and charged vs the Company according to the LRD model. 
The results of the Company for the period show a loss on ordinary activities before tax of £33,656. The shareholders' funds for the Company total £367,264. 
The loss for the period, after taxation, amounted to £53,979.
The Directors are confident that the business is moving forward and has a promising future.

Principal risks and uncertainties
 
The Company's success is dependent on the Parent Company , which has a limited operating history and faces a number of risks, including uncertainties regarding demand and market acceptance of the Company's products, the effects of technological change, competition and the development of new products. 
Additionally, other risk factors exist such as the ability to manage growth and the effect of planned expansion of operations on the future results of the Company. 
Cashflow risk
The Company operates on an intercompany LRD model and is therefore fully funded by the parent company. 
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations, which will result in financial loss to the Company. The Company does not have any external debt.
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit. Due to the nature of the business the Company has minimal liquidity risk.
Going concern
The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. This expectation is based on the arrangement with the Company's parent.

Financial key performance indicators
 
The directors oversee the operations of the group at the Company’s parent level, of which the Company is included. The directors of the Company do not believe the use of financial KPI’s are appropriate for assessing the performance or position of the Company at the moment.

Page 1

 
WIZ CLOUD LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2023

Other key performance indicators
 
Clients
We believe that our ability to expand our client base is an indicator of the growth of our business, the success of our sales and marketing activities, and the value that our services bring to our clients.
Employees
We have built our culture centered on our dedication to provide our clients with an exceptional service experience. Our employees focus on providing exceptional service to our clients, and we strive to foster an environment that enables and encourages them in this pursuit. To this end, we view all employees as partners and are committed to providing an exciting, participatory and team-oriented work environment. 


This report was approved by the board and signed on its behalf.



................................................
A Rappaport
Director

Date: 18 March 2024

Page 2

 
WIZ CLOUD LIMITED
 
 
 
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 JANUARY 2023

The director presents his report and the financial statements for the period ended 31 January 2023.

Director's responsibilities statement

The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the director is required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable him to ensure that the financial statements comply with the Companies Act 2006He is also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the period, after taxation, amounted to £53,979.

The director does not recommend a dividend during the period.

Director

The director who served during the period was:

A Rappaport (appointed 3 December 2021)

Future developments

There are no significant future developments to note.

Matters covered in the Strategic Report

The Company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the strategic report information required by The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of risk and uncertainties and financial risk management objectives and policies.

Page 3

 
WIZ CLOUD LIMITED
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2023

Disclosure of information to auditor

The director at the time when this Director's Report is approved has confirmed that:
 
so far as he is aware, there is no relevant audit information of which the Company's auditor is unaware, and

he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditor

The auditor, Nortons Assurance Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
A Rappaport
Director

Date: 18 March 2024

Page 4

 
WIZ CLOUD LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WIZ CLOUD LIMITED
 

Opinion


We have audited the financial statements of Wiz Cloud Limited (the 'Company') for the period ended 31 January 2023, which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 January 2023 and of its loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.


Page 5

 
WIZ CLOUD LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WIZ CLOUD LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The director is responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic Report and the Director's Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Director's Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Director's Responsibilities Statement set out on page 3, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the director is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
WIZ CLOUD LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WIZ CLOUD LIMITED (CONTINUED)


Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The objectives of our audit, in respect to fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. 
Our approach was as follows: 
 
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework including the Companies Act 2006 and the relevant tax compliance regulations in the UK.
 
We understood how the Company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures.
 
We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by discussing with management to understand where it considered there was a susceptibility to fraud. We considered the controls that the Company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included testing manual journals and were designed to provide reasonable assurance that the financial statements were free from fraud and error.
 
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified in the paragraphs above. Our procedures involved journal entry testing, with a focus on journals indicating large or unusual transactions based on our understanding of the business, enquiries of Company management and focused testing. In addition, we completed procedures to conclude on the compliance of the disclosures in the Annual Report and Accounts with the requirements of the relevant accounting standards and UK legislation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.


Page 7

 
WIZ CLOUD LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WIZ CLOUD LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Karen Cairns (Senior Statutory Auditor)
  
for and on behalf of
Nortons Assurance Limited
 
Chartered Accountants and Statutory Auditor
  
Second Floor
NOW Building
Thames Valley Park
Reading
Berkshire
RG6 1RB

19 March 2024
Page 8

 
WIZ CLOUD LIMITED
 
 
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 JANUARY 2023

2023
Note
£

  

Turnover
 4 
19,646,718

Administrative expenses
  
(19,680,377)

Operating (loss)/profit
 5 
(33,659)

Interest receivable and similar income
 8 
3

(Loss)/profit before tax
  
(33,656)

Tax on (loss)/profit
 9 
(20,323)

(Loss)/profit for the financial period
  
(53,979)

There are no items of other comprehensive income for 2023 other than the (loss)/profit for the periodAs a result, no separate Statement of Comprehensive Income has been presented.

The notes on pages 14 to 26 form part of these financial statements.

Page 9

 
WIZ CLOUD LIMITED
REGISTERED NUMBER: 13781630

BALANCE SHEET
AS AT 31 JANUARY 2023

2023
Note
£

Fixed assets
  

Tangible assets
 10 
21,120

Current assets
  

Debtors: amounts falling due within one year
 11 
1,991,428

Cash at bank and in hand
 12 
1,217,131

  
3,208,559

Creditors: amounts falling due within one year
 13 
(2,862,415)

Net current assets
  
 
 
346,144

  

Net assets
  
367,264


Capital and reserves
  

Called up share capital 
 15 
1

Profit and loss account
 16 
367,263

  
367,264


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
A Rappaport
Director

Date: 18 March 2024

The notes on pages 14 to 26 form part of these financial statements.

Page 10

 
WIZ CLOUD LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 JANUARY 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


Comprehensive income for the period

Loss for the period
-
(53,979)
(53,979)


Other comprehensive income for the period
-
-
-


Total comprehensive income for the period
-
(53,979)
(53,979)


Contributions by and distributions to owners

Shares issued during the period
1
-
1

Share based payments
-
421,242
421,242


Total transactions with owners
1
421,242
421,243


At 31 January 2023
1
367,263
367,264

The notes on pages 14 to 26 form part of these financial statements.

Page 11

 
WIZ CLOUD LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 JANUARY 2023

2023
£

Cash flows from operating activities

(Loss)/profit for the financial period
(53,979)

Adjustments for:

Depreciation of tangible assets
8,170

Interest received
(3)

Taxation charge
20,323

(Increase)/decrease in debtors
(681,074)

(Increase)/decrease in amounts owed by groups
(1,296,375)

Increase in creditors
2,828,113

Share based payments
421,242

Net cash generated from operating activities

1,246,417


Cash flows from investing activities

Purchase of tangible fixed assets
(29,290)

Interest received
3

Net cash from investing activities

(29,287)

Cash flows from financing activities

Issue of ordinary shares
1

Net cash used in financing activities
1

Net increase in cash and cash equivalents
1,217,131

Cash and cash equivalents at the end of period
1,217,131


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
1,217,131

1,217,131


The notes on pages 14 to 26 form part of these financial statements.

Page 12

 
WIZ CLOUD LIMITED
 

ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 JANUARY 2023



Cash flows
At 31 January 2023
£

£

Cash at bank and in hand

1,217,131

1,217,131


1,217,131
1,217,131

The notes on pages 14 to 26 form part of these financial statements.

Page 13

 
WIZ CLOUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2023

1.


General information

Wiz Cloud Limited (the Company) is a company incorporated on 3 December 2021 in the United Kingdom under the Companies Act 2006.
The Company is a private company limited by shares and is registered in England and Wales. The address of the Company's registered office is Suite 4, 7th Floor 50 Broadway, London, United Kingdom, SW1H 0DB.
The Company is a low-risk distributor of the parent company which is involved in developing a cloud visibility solution for enterprise security, providing a complete view of security risks across clouds, containers, and workloads without agents.
The Company has changed its year end to align with that of its parent company and these financial statements therefore represent the 14 months ended 31 January 2023. As the Company was incorporated on 3 December 2021 this is the first set of financial statements and as such there are no comparatives.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. This expectation is based on the arrangement with the Company's parent.

Page 14

 
WIZ CLOUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2023

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP, rounded to the nearest whole £.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

 
2.4

Revenue

The company purchases its parent company SaaS services for distribution in the the UK and other jurisdictions in Europe. The Company's activities are fully financed by its parent company.
Revenue represent amounts charges to the Company's parent under an LRD ("low risk distribution") agreement.

 
2.5

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 15

 
WIZ CLOUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2023

2.Accounting policies (continued)

 
2.6

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.7

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 16

 
WIZ CLOUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2023

2.Accounting policies (continued)

 
2.8

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Computer equipment
-
3 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

 
2.11

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 17

 
WIZ CLOUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2023

2.Accounting policies (continued)

 
2.12

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The resulting accounting estimates will, by definition, seldom equal the related actual results. There are no estimates and assumptions that are deemed to have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year. 

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WIZ CLOUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2023

4.


Turnover

The whole of the turnover is attributable to revenue received from the parent company under the the low risk distribution model in place. The parent company is situated in the United States of America.


5.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

2023
£

Exchange differences
132,033

Share based payments
421,242


6.


Auditor's remuneration

During the period, the Company obtained the following services from the Company's auditor:


2023
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
17,000

Page 19

 
WIZ CLOUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2023

7.


Employees

Staff costs were as follows:


2023
£

Wages and salaries
13,115,038

Social security costs
1,778,507

Cost of defined contribution scheme
228,954

15,122,499


All director remuneration has been borne by another group company, Wiz Cloud Ltd (Israel), as the director is also a director of that company. The director's services to the Company do not occupy a significant amount of their time, and as such, they do not consider that they have received remuneration for their incidental services to the Company for the period ended 31 January 2023. 

The average monthly number of employees, including the director, during the period was as follows:


        2023
            No.






Sales
41



Customer success
1



G&A
3



Marketing
7



Chief Technology Officer
1



Director
1

54


8.


Interest receivable

2023
£


Other interest receivable
3

Page 20

 
WIZ CLOUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2023

9.


Taxation


2023
£

Corporation tax


Current tax on profits for the year
34,302


34,302


Total current tax
34,302

Deferred tax


Origination and reversal of timing differences
(13,979)

Total deferred tax
(13,979)


Tax on (loss)/profit
20,323

Factors affecting tax charge for the period

The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 19%. The differences are explained below:

2023
£


(Loss)/profit on ordinary activities before tax
(33,656)


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19%
(6,395)

Effects of:


Expenses not deductible for tax purposes
6,663

Other differences leading to an increase (decrease) in taxation
(374)

Effects of share based payments
20,429

Total tax charge for the period
20,323


Factors that may affect future tax charges

The Finance Act 2021 was substantially enacted in May 2021 and has increased the corporation tax rate to from 19% to 25% with effect from 1 April 2023.

Page 21

 
WIZ CLOUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2023

10.


Tangible fixed assets





Computer equipment

£



Cost or valuation


Additions
29,290



At 31 January 2023

29,290



Depreciation


Charge for the period on owned assets
8,170



At 31 January 2023

8,170



Net book value



At 31 January 2023
21,120


11.


Debtors

2023
£


Amounts owed by group undertakings
1,296,375

Other debtors
143,570

Prepayments and accrued income
537,504

Deferred taxation
13,979

1,991,428



12.


Cash and cash equivalents

2023
£

Cash at bank and in hand
1,217,131


Page 22

 
WIZ CLOUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2023

13.


Creditors: Amounts falling due within one year

2023
£

Trade creditors
189,894

Corporation tax
34,302

Other taxation and social security
372,906

Other creditors
27,353

Accruals and deferred income
2,237,960

2,862,415



14.


Deferred taxation



2023


£






Charged to profit or loss
13,979



At end of year
13,979

The deferred tax asset is made up as follows:

2023
£


Accelerated capital allowances
(5,280)

Share based payments
12,421

Other
6,838

13,979


The amount of deferred tax expected to reverse in the next 12 months is £5,080.

Page 23

 
WIZ CLOUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2023

15.


Share capital

2023
£
Allotted, called up and fully paid


1 Ordinary Shares share of £1.00
1.00


On 3 December 2021 1 ordinary share was issued for £1.
There is a single class of ordinary shares. There are no restrictions on the distribution of dividends or the repayment of capital.


16.


Reserves

Profit and loss account

The profit and loss account includes all current retained profits and losses.

Page 24

 
WIZ CLOUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2023

17.


Share-based payments

The parent company (Wiz, Inc.) has authorised through its 2020 Global Stock Incentive Plan ("the Plan") the grant of options to employees, directors and consultants of up to 32,542,980 Common stock. The options granted generally have a four-year vesting period and expire ten years after the date of the grant. Options granted under the Company's option plan that are cancelled or forfeited before expiration become available for future grant.
A summary of the status of the Company's option plan as of 31 January 2023 and changes during the relevant period ended on that date is presented below:

Weighted
average
exercise
price
($)
2023
Number
2023

Outstanding at the beginning of the year

-

-

Granted during the year

3.27

1,323,400

Forfeited during the year

3.27

(10,000)

Exercised during the year

0.95

(22,500)

Transferred in during the year

0.95

478,000

Outstanding at the end of the year
2.67

1,768,900


2023

Option pricing model used


Black-Scholes

Weighted average share price (USD)


3.27

Exercise price (USD)


3.27

Expected volatility


66.3% - 72.5%

Risk-free interest rate


0.91% - 3.05%


2023
£


Equity-settled schemes
421,242

Page 25

 
WIZ CLOUD LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2023


18.


Pension commitments

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £228,954. Contributions totalling £27,353 were payable to the fund at the balance sheet date.


19.


Commitments under operating leases

At 31 January 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
£


Not later than 1 year
47,025


20.


Controlling party

Wiz, Inc. (incorporated in United States of America) is regarded as being the company's immediate and ultimate parent company.
Wiz, Inc. is the smallest and largest group for which consolidated accounts including Wiz Cloud Limited are drawn up. The registered office of Wiz, Inc. is One Manhattan West 57th FL, New York, 10001, USA.

 
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